Exit Structure definition

Exit Structure means an exit structure as more fully set forth in Section IV.C., that is determined by the GenOn Steering Committee, in its sole discretion (in consultation with the Debtors and NRG) at any time prior to the Effective Date, which may include (a) a Taxable Transaction (or Taxable Transactions), including pre-emergence dispositions by GenOn and/or its subsidiaries of certain or all of its (and/or their) assets to one or more GenOn Acquiring Entities or to third parties; (b) reallocation of assets and/or certain tax attributes within the GenOn group (including in connection with the reorganization of the GenOn group entities); (c) a Recapitalization Transaction; or (d) some other transaction (which may, for the avoidance of doubt, include a combination of the Recapitalization Transaction along with one or more Taxable Transactions) as determined by the GenOn Steering Committee or the Debtors and acceptable to NRG in good faith, the form of which shall be set forth in the Restructuring Transactions Memorandum; provided, that any such exit structure shall take account of any Third-Party Sale Transaction.
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Exit Structure has the meaning set forth in the Plan.
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Examples of Exit Structure in a sentence

  • The Parties will use reasonable best efforts to enable the determination of such Exit Structure within sixty (60) days of the Petition Date.

  • From and after the Petition Date, NRG will reasonably cooperate with GenOn and the GenOn Steering Committee in the evaluation, planning and execution of the Exit Structure, and the Plan shall so provide.

  • Exit Structure As defined in the body of the Restructuring Term Sheet.

  • Purchaser shall cooperate with Seller to deliver documents reasonably required by Seller in carrying out the purposes of this Agreement in light of the determined Exit Structure so long as the delivery of such documents does not have an adverse impact on the Purchaser Group or any of the Purchaser Group’s rights under this Agreement.

  • The capital structure and governance regime for Holdco, Opco, and their subsidiaries follow ing the Restructuring is described in Schedule 5 (Exit Structure Term Sheet) of this Restructuring Term Sheet (the "Exit Structure Term Sheet").

  • Purchaser and Seller acknowledge and agree that Seller and Seller Parent Guarantor may undertake certain actions in connection with determining and establishing the Exit Structure prior to the Closing.

  • Exit Structure The Plan will provide for an Exit Structure as set forth in, and subject to the terms of, the Settlement Term Sheet.

  • Seller shall keep Purchaser reasonably informed regarding any actions taken in connection with determining and establishing the Exit Structure that could reasonably be expected to adversely impact Purchaser, Seller, the Project, and/or the Purchased Assets.

  • The terms of the Holdco Facilities are described in the Exit Structure Term Sheet.